0001209191-23-044553.txt : 20230803 0001209191-23-044553.hdr.sgml : 20230803 20230803202626 ACCESSION NUMBER: 0001209191-23-044553 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230801 FILED AS OF DATE: 20230803 DATE AS OF CHANGE: 20230803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fink Joshua A CENTRAL INDEX KEY: 0001414107 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40001 FILM NUMBER: 231141856 MAIL ADDRESS: STREET 1: 540 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ISHRAK OMAR CENTRAL INDEX KEY: 0001523102 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40001 FILM NUMBER: 231141858 MAIL ADDRESS: STREET 1: 710 MEDTRONIC PKWY STREET 2: MS LC300 CITY: MINNEAPOLIS STATE: MN ZIP: 55432 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nehme Jean CENTRAL INDEX KEY: 0001843660 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40001 FILM NUMBER: 231141857 MAIL ADDRESS: STREET 1: 1105 NORTH MARKET STREET, SUITE 1300 CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Compute Health Sponsor LLC CENTRAL INDEX KEY: 0001828596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40001 FILM NUMBER: 231141859 BUSINESS ADDRESS: STREET 1: 1105 NORTH MARKET STREET, SUITE 1300 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: (212) 829-3500 MAIL ADDRESS: STREET 1: 1105 NORTH MARKET STREET, SUITE 1300 CITY: WILMINGTON STATE: DE ZIP: 19801 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Compute Health Acquisition Corp. CENTRAL INDEX KEY: 0001828608 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1105 NORTH MARKET STREET STREET 2: 4TH FLOOR CITY: WILMINGTON STATE: DE ZIP: 19890 BUSINESS PHONE: (212) 829-3500 MAIL ADDRESS: STREET 1: 1105 NORTH MARKET STREET STREET 2: 4TH FLOOR CITY: WILMINGTON STATE: DE ZIP: 19890 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0508 4/A 2023-08-01 2023-08-03 1 0001828608 Compute Health Acquisition Corp. CPUH 0001828596 Compute Health Sponsor LLC 1105 NORTH MARKET STREET, 4TH FLOOR WILMINGTON DE 19890 1 0 1 0 0001523102 ISHRAK OMAR 1105 NORTH MARKET STREET, 4TH FLOOR WILMINGTON DE 19890 1 0 1 0 0001843660 Nehme Jean 1105 NORTH MARKET STREET, 4TH FLOOR WILMINGTON DE 19890 1 0 1 0 0001414107 Fink Joshua A 1105 NORTH MARKET STREET, 4TH FLOOR WILMINGTON DE 19890 1 0 1 0 0 Class A Common Stock 2023-08-01 4 A 0 2088327 A 2088327 D Class A Common Stock 2023-08-01 4 D 0 161379 D 1926948 D Class A Common Stock 2023-08-01 4 D 0 1926948 D 0 D Class B Common Stock 2023-08-01 4 D 0 21442500 D Class A Common Stock 21442500 0 D Reflects transactions in connection with that certain Business Combination Agreement (the "Business Combination Agreement"), dated as of February 9, 2023 and amended as of May 2, 2023, by and among the issuer, Allurion Technologies Opco, Inc. (f/k/a Allurion Technologies, Inc.) ("Allurion"), Allurion Technologies, Inc. (f/k/a Allurion Technologies Holdings, Inc.) ("Pubco") and the other parties thereto (the "Business Combination"). Reflects the conversion of the issuer's Class B common stock, par value $0.0001 ("Class B Common Stock"), and 12,833,333 warrants acquired from the issuer in connection with the issuer's initial public offering into 2,088,327 shares of the issuer's Class A common stock, par value $0.0001 ("Class A Common Stock"), pursuant to the terms of that certain Sponsor Support Agreement, dated as of February 9, 2023, entered into by and among the issuer, Compute Health Sponsor LLC (the "Sponsor"), Allurion, Pubco and the other parties thereto, which was entered into in connection with the Business Combination. These securities are held in the name of the Sponsor, which is managed by its managing members, Omar Ishrak, Jean Nehme and Joshua Fink. Each of the Reporting Persons may be deemed a beneficial owner of securities held by the Sponsor but each (other than the Sponsor) disclaims beneficial ownership of any such securities except to the extent of its respective pecuniary interest therein. Pursuant to the terms of that certain Contribution Agreement, dated as of May 2, 2023, by and between the issuer and the Sponsor, 161,379 shares of Class A Common Stock held by the Sponsor were contributed to the capital of the issuer. Pursuant to the terms of the Business Combination Agreement, each of the 1,926,948 shares of Class A Common Stock held by the Sponsor were canceled and converted into the right to receive 1.420455 shares of Pubco common stock, $0.0001 par value. As described in the issuer's registration statement on Form S-1 (File No. 333-252245) under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock were to automatically convert into shares of Class A Common Stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and had no expiration date. On August 3, 2023, the Reporting Persons filed a Form 4 (the "Original Form 4") to report certain acquisitions and dispositions of issuer securities held by the Sponsor in connection with the Business Combination but erroneously filed it using Compute Health Sponsor II LLC's name and EDGAR codes (and not Sponsor's). This amendment is being filed solely to correctly reflect Sponsor as a reporting person and include Sponsor's EDGAR codes. No other changes were made to the filing previously made. Omar Ishrak, Jean Nehme and Joshua Fink served on the board of directors of Compute Health Acquisition Corp. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Compute Health Sponsor LLC may be deemed to have been a director by deputization with respect to the issuer on the basis of Drs. Ishrak and Nehme's and Mr. Fink's service on the issuer's board of directors. COMPUTE HEALTH SPONSOR LLC, By: /s/ Joshua Fink, Co-Chief Executive Officer 2023-08-03 OMAR ISHRAK, By: /s/ Joshua Fink, as attorney-in-fact 2023-08-03 JEAN NEHME, By: /s/ Joshua Fink, as attorney-in-fact 2023-08-03 JOSHUA FINK, By: /s/ Joshua Fink 2023-08-03